--- title: "Marvell printed $2.74 billion and a $3.15 billion guide. The filings show who is paying for the ramp." description: "Q2 FY27 from the filings: revenue $2.739B (+37%), Data Center $2.17B (+46%), a $3.15B guide with gross margin guided down — plus NVIDIA's $2B convertible preferred, a growing Celestial earn-out, stock comp that doubled, and a share count up 6%. The stock fell about 6% after hours, inside the ±12% the options priced." canonical: https://evidinvest.com/blog/mrvl-q2-fy27-earnings-results-nvidia-owns-a-piece-2026-08-28 date: "2026-08-28" last_updated: "2026-08-28" author: "EvidInvest Team" publisher: "EBD Sweden AB (EvidInvest)" tags: ["MRVL", "Marvell", "earnings", "NVIDIA", "AI infrastructure", "SEC filings"] --- # Marvell printed $2.74 billion and a $3.15 billion guide. The filings show who is paying for the ramp. - Published: 2026-08-28 - Author: EvidInvest Team, EvidInvest (published by EBD Sweden AB) - Canonical URL: https://evidinvest.com/blog/mrvl-q2-fy27-earnings-results-nvidia-owns-a-piece-2026-08-28 - Research, not investment advice. > Q2 FY27 from the filings: revenue $2.739B (+37%), Data Center $2.17B (+46%), a $3.15B guide with gross margin guided down — plus NVIDIA's $2B convertible preferred, a growing Celestial earn-out, stock comp that doubled, and a share count up 6%. The stock fell about 6% after hours, inside the ±12% the options priced. *Figures trace to Marvell's Q2 FY2027 press exhibit (8-K `0001835632-26-000022`, filed 2026-08-27), the Q1 FY2027 10-Q (`0001835632-26-000019`, filed 2026-05-28), the March 31 8-K (`0001193125-26-134462`) and the FY2026 10-K (`0001835632-26-000011`). The Q2 10-Q had not been filed at the time of writing. No street consensus is quoted. Research, not investment advice.* In June we wrote that [Marvell was becoming an AI data-center interconnect company](https://evidinvest.com/blog/mrvl-ai-datacenter-interconnect-aether-sec-analysis-2026-06-03) and that the filings confirmed the mix shift but not the customer names. Two quarters later the mix shift is no longer a thesis; it is 79% of revenue. What the new exhibit adds is the financing behind it. ## The number [Marvell](https://evidinvest.com/valuation/MRVL) (**[$MRVL](https://evidinvest.com/valuation/MRVL)**) reported revenue of **$2,739.3 million** for the quarter ended August 1, 2026 — up 13% from the prior quarter and **37% from a year ago**, and $39.0 million above the midpoint of the guide it gave on May 27. Data Center was **$2,171.5 million, up 46%** year over year and 18% sequentially; it is now 79% of the company, from 74% a year ago. Communications and other was $567.8 million, up 10% on the year and down 3% on the quarter. Two things about the 37%. First, the year-ago base still contained the automotive ethernet business Marvell sold to Infineon on August 14, 2025 for $2.5 billion in cash, so the like-for-like growth rate is higher than the headline; the exhibit does not quantify it. Second, this is the first full quarter with Celestial AI and XConn inside the numbers — both closed in February — and the exhibit does not break out what they contributed. GAAP gross margin was **53.1%**; non-GAAP **58.9%**. GAAP diluted EPS was **$0.33**; non-GAAP **$0.94**. The gap between those two per-share numbers is worth a sentence, because it is the whole story of the quarter's cost base: stock-based compensation was **$326.2 million, up from $153.6 million** a year ago — it more than doubled — amortization of acquired intangibles was $214.9 million, and the fair value of contingent consideration rose by $101.9 million. Those three items are why the headline EPS is 2.8 times the GAAP one. Operating cash flow was $605.5 million. ## The guide, and the line under it Third quarter revenue is guided to **$3.150 billion ±5%** — another 15% sequential step, and roughly 52% above the $2,074.5 million of the year-ago quarter. Non-GAAP EPS is guided to $1.10 ±$0.05; GAAP EPS to $0.53 ±$0.05. The line under the guide is gross margin: **non-GAAP 57.5% to 58.5%**, against 58.9% just printed, and GAAP 52.9% to 53.9%. Management's release attributes the acceleration to "a significant acceleration in our Custom business beginning in the second half of fiscal 2027." Custom silicon carries lower gross margin than Marvell's merchant electro-optics and switching, so a revenue guide that steps up while the margin guide steps down is the mix doing exactly what the company says it is doing. Matt Murphy also said Marvell is "again raising our revenue outlook for both fiscal 2027 and fiscal 2028"; the exhibit gives no numbers for either year, and the call transcript was not yet in our index at the time of writing. The company has an Investor Day on October 6. ## Who is paying for the ramp The balance sheet moved more than the income statement this year, and the exhibit's cash-flow statement lays it out for the first half: - **Proceeds from issuance of preferred stock: $2,000.0 million.** That is NVIDIA. On March 31, 2026 NVIDIA bought 2,000,000 shares of Series A Convertible Preferred for $2.0 billion in cash, initially convertible into up to about 21.8 million common shares at roughly $91.84 per share, alongside a partnership to connect Marvell's custom XPUs and scale-up networking to NVIDIA's ecosystem. The preferred participates in dividends and liquidation as-converted and has no redemption right. A supplier's largest competitor for the accelerator socket now owns a convertible stake in the supplier. - **Acquisitions, net of cash acquired: $1,270.9 million.** Celestial AI ($3.54 billion total purchase consideration, closed February 2) and XConn ($469.0 million, closed February 10). Goodwill went from $11.06 billion to **$13.87 billion** in six months. Celestial also carries an earn-out of additional cash and shares through fiscal 2029, contingent on revenue milestones; the December 10-Q sized the deal at up to about $5.5 billion if those milestones are met. The $101.9 million increase in the contingent consideration liability this quarter is the accounting saying those milestones got more likely. - **Borrowings of $998.9 million against $500.0 million repaid.** Long-term debt is **$4,962.9 million**, from $3,970.8 million at fiscal year end, with the $499.8 million of short-term debt cleared. Cash ended at **$3,932.8 million**, up $1.29 billion in six months — which is, near enough, the NVIDIA cheque. - **Buybacks of $400.0 million and dividends of $107.7 million** in the half. Diluted shares still rose to **921.2 million from 870.4 million** a year ago, up 6%, because Celestial's 24.5 million shares, XConn's 2.1 million and the NVIDIA preferred on an as-converted basis outweigh $200 million a quarter of repurchases. Q3 is guided on 921 million diluted shares. Put together: the growth is being financed by a strategic investor's equity, by acquisition currency, and by a larger debt stack — while the income statement absorbs the stock comp and amortization those choices create. None of it is hidden. It is simply not in the headline. ## Concentration, as of the last 10-Q The Q2 10-Q will land within days; the Q1 one already says where the risk sits. In the quarter ended May 2, **one direct customer was 16% of revenue and one distributor was 45%**, up from 36% a year earlier. Three customers held 75% of gross accounts receivable. 83% of revenue shipped to customers with operations in Asia, up from 74%. The customers are lettered, not named — as in every Marvell filing we have read — and with a custom business "accelerating significantly" from here, the number to watch in the next 10-Q is whether that 16% becomes two customers or one bigger one. ## What the options had priced Our options board had the one-day at-the-money implied volatility at 238% on the day of the print, which works out to a straddle-implied move of roughly ±12%. The shares closed the regular session at $241.45, down 1.5%, and were around **$227.6 after hours — about −6%** — inside the implied range. A beat and a raised outlook, met by a lower margin guide and a lower stock: that is the market repricing the mix, not the demand. One more print this season where the realized move stayed inside the implied one. ## Where this leaves the bet The exhibit says demand is real and accelerating, and says in the same document that the next leg is lower-margin custom silicon financed partly by NVIDIA's equity and by two acquisitions whose earn-outs are getting more likely to be paid. That is not a flaw in the quarter; it is the shape of the business Marvell is choosing to become. The number to read when the 10-Q files is the customer table. The number to read on October 6 is the margin the company is willing to put its name on for fiscal 2028. *Sources: 8-K `0001835632-26-000022` ([press exhibit](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000022/q227_8kx812026ex-991.htm)) · 10-Q for the quarter ended 2026-05-02 ([filing](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000019/mrvl-20260502.htm)) · 8-K 2026-03-31, Item 3.02 ([filing](https://www.sec.gov/Archives/edgar/data/1835632/000119312526134462/d113606d8k.htm)) · FY2026 10-K ([filing](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-20260131.htm)) · options and after-hours price from the EvidInvest options board, 2026-08-27 22:53 UTC (Cboe delayed data). Research, not investment advice. Not a price call.* --- Cite the canonical URL above (https://evidinvest.com/blog/mrvl-q2-fy27-earnings-results-nvidia-owns-a-piece-2026-08-28), not this Markdown file. 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